There is opportunity in the United States, and regulators will let you find it.
That was the twin message telegraphed last week by Spain's Banco Bilbao Vizcaya Argentaria SA as it bid for Guaranty Bank of Austin, and analysts say it could set the stage for other foreign banks to expand here.
Until BBVA set its sights on Guaranty, foreign banks had been largely absent from the Federal Deposit Insurance Corp.'s resolution process for failed U.S. institutions. But unlike private-equity investors, who are struggling for a formal invitation to the table, the lack of involvement by foreign banks appears to have been a choice.
"There's been a bit of healthy hesitancy on behalf of foreign banks, not only as they try to get a handle on the [regulators' resolution] process, but as they look at the current market situation in the United States," said Kevin Petrasic, former special counsel at the Office of Thrift Supervision and now of counsel in the banking and financial institutions practice at Paul, Hastings, Janofsky & Walker LLP.
BBVA had specific reasons for going after Guaranty, which would complement its $61 billion acquisition of Compass Bancshares Inc. in Alabama, now operating under the name BBVA Compass, and allow it to build on its existing businesses in Texas and California. But its interest in the deal also carried a broader signal.
"Here you have an institution that presumably has done its homework and is very aware of the risks it's getting into, and it wants to try to take advantage of an opportunity that might be there," Petrasic said. "That certainly would alert other foreign entities to the possibility that there is something here they need to be looking at a little more closely, and not only in the context of acquisitions from the FDIC."
Certainly the shrinking pool of well-capitalized banks with an appetite for acquisitions is not only a U.S. problem, and banks that seemed eager to expand here in the past, such as Royal Bank of Scotland Group PLC with its Charter One and Citizens Financial branches, are now grappling with internal issues. But banks in Spain, Canada and elsewhere have come through the crisis in relatively sound shape, and analysts have pointed to them as potential consolidators of U.S. institutions.
Of course, none of that would be possible without the blessing of regulators. And the absence of foreign banks from U.S. resolution arrangements over the course of the financial crisis prompted some to wonder whether their participation would irk the FDIC. But the reception BBVA got as it met with regulators to push its bid seemed to be put to rest.
"My guess is they were delighted that BBVA was in the mix," said Ralph "Chip" MacDonald, a partner with Jones Day. "For a lot of the banks there have been so few bidders, and I think they would like to see more. They need to expand the universe."
Bids from foreign banks that already have a U.S. toehold would probably have the best odds of succeeding, MacDonald added.
"The process for a foreign bank first entering the United States is still a fairly long one, especially compared with the process of closing a bank," he said. "So a foreign bank that already has a presence here is at an advantage."
But allowing foreign banks into the fray comes with its own set of potential controversies, centering on the government guarantees that can accompany an FDIC-brokered takeover of a failed institution. For that reason, foreign banks may still find themselves on the "B" list with regulators — but that still puts them in line ahead of private-equity firms, which have had a tough time persuading regulators to let them behind the velvet rope.
"In the broadest terms, the FDIC should be trying to welcome whatever sources of capital they can get to the table," said Joseph Moeller, a managing director of investment banking with KBW Inc.'s Keefe, Bruyette & Woods. "But if there's a pecking order now, it seems the first preference would be a traditional American bank. The second would probably be a foreign bank, and third a private-equity firm."
The agency has worked with foreign buyers before. In October 1991, four of seven New Hampshire banks that closed on a single day were sold to a subsidiary of Bank of Ireland.
But in this most recent spate of bank failures, many of the potential consolidators based outside the United States have been sidelined by the global nature of the financial crisis. As a result, BBVA's bid for Guaranty may someday be seen as a turning point.
But Professor Scott Hein, chairman of finance at Texas Tech University, said he hopes the FDIC will do even more to diversify its cast of players in the resolution process, such as breaking more deals into pieces that small banks can buy.
"If this is a new precedent being established, with foreign banks being able to acquire a U.S. bank in the resolution process, I really don't have a problem with that," Hein said. "But it seems that what we're doing with resolving bank failures these days is just creating larger and larger banks."